Simris Group enters into bridge loan agreement, extends loan agreements with investors and intends to propose that the annual general meeting resolves to extend loan agreements with management
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Handel & varor |
| Industri | Dagligvaror |
Simris Group AB (publ) (“Simris Group” or the “Company”) today announces that the board of directors has resolved (i) to enter into a bridge loan agreement with Osiris International Trustees Limited as Trustee of Mountain High Trust for a loan facility of up to EUR 450,000, (ii) to extend the existing loan agreements entered into with investors on 23 December 2024 for a total of EUR 600,000, and (iii) to propose that the annual general meeting resolves to extend the existing loan agreements resolved on at the general meeting on 20 January 2025 and entered into with the Company’s management for a total of EUR 140,000.
Bridge Loan Agreement
The Company has entered into a bridge loan agreement with Osiris International Trustees Limited as Trustee of Mountain High Trust (the “Bridge Loan”). The Bridge Loan amounts to a total of EUR 450,000 and may be paid in tranches.
The Bridge Loan accrues interest at a monthly interest rate of one (1.0) per cent per month on the drawdown amount. The Bridge Loan has a maturity date of 16 April 2026, or earlier in the event of an equity issuance by Simris Group. Simris Group may repay the Bridge Loan at any time before the maturity date without incurring any penalty.
Extension of loan agreements with investors
The Company has, on 23 December 2024, entered into loan agreements with investors for a total amount of EUR 600,000; of which EUR 350,000 with Mountain High Trust, EUR 100,000 with Claremont Trust, EUR 100,000 with Ron Goldstein, EUR 30,000 with Glen Heneck, and EUR 20,000 with Trevor Heneck (the “Investor Loan Agreements”).
The parties have now agreed to postpone the maturity date of the Investor Loan Agreements from 31 December 2025 until 31 March 2026. The outstanding amount of the Investor Loan Agreements is currently EUR 600,000, excluding interest.
Proposal that a general meeting resolves to extend existing loan agreements with management
The extraordinary general meeting on 20 January 2025 resolved to enter into loan agreements with certain members of the Company’s management and board of directors for a total of EUR 140,000; of which EUR 50,000 with Frank Puccio, EUR 10,000 with Royce CoLabs AB, a company controlled by Jonathan Royce, EUR 30,000 with Magnus Högström, EUR 20,000 with Arminnovate Ltd, a company controlled by Dr Alexis Roberts-McIntosh, EUR 30,000 with Christoffer Tell AB, a company controlled by Christoffer Tell (the “Management Loan Agreements”).
The parties wish to postpone the maturity date of the Management Loan Agreements from 31 December 2025 until 31 March 2026. The board of directors has determined itself unable to resolve on the extension of the Management Loan Agreements due to conflicts of interest of its members in accordance with the Swedish Companies Act. Consequently, the board of directors has resolved to propose that the annual general meeting resolves to extend the Management Loan Agreements and to instruct the board of directors to execute the amended agreements. The outstanding amount of the Management Loan Agreements amounts to EUR 140,000, excluding interest.
The Investor Loan Agreements and the Management Loan Agreements have the following conditions. The agreements have a monthly interest rate of one (1) per cent and the lenders shall be able to convert all outstanding loans and accrued interest to B-shares at a subscription price of SEK 0.05 per B-share. If the Company conducts a capital raise before the maturity date the subscription price shall be lowered to correspond with the subscription price in such capital raise. The right to conversion into B-shares will be subject to the board of directors having sufficient authorisation from the general meeting or the approval of the general meeting (as applicable).
Further information regarding the extension of the Management Loan Agreements will be disclosed separately in the notice for the annual general meeting.